Terms of Service.
Last updated: January 15, 2026
These Terms of Service (“Terms”) govern your access to and use of the services provided by Toolanta Agency(“Toolanta,” “we,” “us,” or “our”), including our website, web design and development services, AI automation services, and any related deliverables, consultations, or support (collectively, the “Services”). By engaging us or using our Services, you agree to be bound by these Terms.
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Agreement to Terms
By signing a proposal, statement of work, contract, or engagement letter with Toolanta Agency; by paying an invoice; or by using our website or Services, you (“Client,” “you,” or “your”) confirm that you have read, understood, and agree to be bound by these Terms, along with our Privacy Policy and any project-specific Statement of Work (“SOW”).
If you do not agree with any part of these Terms, you must not use our Services. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms, in which case “you” refers to that entity.
Definitions
For the purposes of these Terms:
- “Services” means any web design, web development, AI automation, consulting, SEO, hosting, maintenance, or related services provided by Toolanta.
- “Deliverables” means any designs, code, content, documents, prototypes, automations, or other work product produced by Toolanta for the Client under an SOW.
- “SOW” or “Statement of Work” means the project-specific document describing the scope, timeline, fees, and Deliverables for a particular engagement.
- “Pre-Existing IP” means any tools, frameworks, code libraries, designs, or methodologies owned or licensed by Toolanta prior to or independently of the engagement.
- “Client Materials” means any content, data, branding, logos, copy, images, or other materials provided by the Client for use in the Deliverables.
Services & Scope of Work
The specific Services, Deliverables, timelines, and fees for each engagement are defined in a project-specific SOW signed or agreed to by both parties. These Terms apply to every SOW and govern any work performed by Toolanta for the Client.
Any work requested outside the agreed scope of an SOW (“Additional Work”) will be quoted and approved in writing (typically via email or a revised SOW) before commencement. Additional Work may extend timelines and incur additional fees at our standard hourly or project rates.
We reserve the right to refuse any project, in our sole discretion, including projects that involve unlawful activities, harmful content, or industries we have chosen not to serve.
Client Responsibilities
The Client agrees to:
- Provide accurate, complete, and timely information, feedback, approvals, and Client Materials required for the project.
- Designate a single point of contact for communication and approvals to avoid conflicting instructions.
- Review and provide feedback on Deliverables within the timeframes specified in the SOW (typically 5–10 business days unless otherwise agreed).
- Obtain and maintain all rights, licenses, and permissions necessary for Toolanta to use Client Materials in the Deliverables.
- Ensure that Client Materials do not infringe the rights of any third party or violate any applicable law.
- Pay all invoices in accordance with the agreed payment schedule.
Delays in Client feedback, approvals, or provision of Client Materials may result in project timeline adjustments. Toolanta is not responsible for delays caused by Client inaction.
Fees & Payment Terms
- Fees. The Client agrees to pay the fees specified in the applicable SOW. All fees are stated in U.S. Dollars (USD) unless otherwise agreed in writing.
- Invoicing & schedule. Unless otherwise specified in the SOW, project fees are billed in two milestones: 50% as a non-refundable deposit upon signing, and 50% upon project completion prior to final delivery. Larger or multi-phase projects may use milestone-based billing.
- Payment terms. Invoices are due within 14 days of the invoice date unless otherwise stated. Recurring services (such as Care Plans) are billed monthly or annually in advance.
- Late payments. Overdue invoices may accrue interest at the rate of 1.5% per month (or the maximum permitted by law, whichever is lower). We reserve the right to suspend work on overdue accounts until the balance is settled.
- Taxes.Fees are exclusive of applicable sales, value-added (VAT), goods and services (GST), or similar taxes, which are the Client’s responsibility.
- Expenses. Pre-approved third-party costs (e.g., stock photography, premium plugins, domain registrations) will be itemized separately and billed at cost.
Intellectual Property Rights
A. Client ownership of Deliverables
Upon full payment of all fees due under the applicable SOW, Toolanta assigns to the Client all right, title, and interest in the final Deliverables produced specifically for the Client under that SOW, excluding Pre-Existing IP and any third-party components.
B. Retained rights
Toolanta retains ownership of:
- All Pre-Existing IP, including proprietary tools, frameworks, code libraries, design systems, AI prompts, and methodologies developed prior to or independently of the engagement.
- Any general know-how, techniques, or improvements developed during the engagement that are not unique to the Client.
- The right to use the project, screenshots, and outcomes in our portfolio and marketing materials unless the Client requests otherwise in writing.
C. Client Materials
The Client retains all rights to Client Materials and grants Toolanta a non-exclusive, worldwide license to use them solely as necessary to perform the Services and create the Deliverables.
D. Third-party components
Deliverables may include third-party software, fonts, plugins, or assets governed by their own licenses (open source or commercial). The Client agrees to comply with all applicable third-party license terms.
Confidentiality
Both parties agree to keep confidential any non-public information disclosed during the engagement, including business plans, financials, customer data, source code, designs, and proprietary processes. Neither party will disclose such information to any third party except as required by law, legal process, or with the other party’s written consent.
This obligation survives termination of these Terms for a period of three (3) years, except for trade secrets, which remain confidential indefinitely. A separate, more detailed mutual NDA may be signed at the start of any engagement.
Third-Party Services
The Services may integrate with or rely on third-party platforms, including but not limited to hosting providers (e.g., Vercel, AWS, Cloudflare), payment processors, AI providers (e.g., OpenAI), analytics tools, email platforms, and domain registrars. Toolanta is not responsible for the availability, performance, or terms of any third-party service.
The Client’s use of third-party services is governed by those providers’ own terms and privacy policies. We will recommend reputable providers but the Client is responsible for reviewing and accepting their terms.
Revisions & Change Requests
Each SOW includes a defined number of revision rounds (the “Revision Allowance”). A “revision round” is a single, consolidated list of feedback provided by the Client in response to a Deliverable. Feedback should be provided in a single document to be counted as one round.
Revisions exceeding the Revision Allowance, scope changes, or new features requested after work has begun will be quoted and billed separately at our standard rates. Toolanta will notify the Client before performing any out-of-scope work.
Warranties & Disclaimers
Toolanta warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES AND DELIVERABLES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND TOOLANTA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
Toolanta does not warrant that:
- The Services will meet the Client’s specific business or financial outcomes (e.g., specific search engine rankings, lead volumes, or revenue targets).
- The Services will be uninterrupted, error-free, or free from harmful components.
- AI-generated outputs will be accurate, complete, or fit for any particular purpose; the Client is responsible for reviewing all AI outputs before use.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TOOLANTA, ITS OWNERS, EMPLOYEES, CONTRACTORS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITY, OR GOODWILL, ARISING OUT OF OR RELATED TO THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TOOLANTA’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR ANY SOW SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY THE CLIENT TO TOOLANTA UNDER THE APPLICABLE SOW DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law (such as death, personal injury, or fraud).
Termination, Refunds & Cancellations
A. Termination by the Client
The Client may terminate a project by providing written notice. In such case, the Client must pay for all work completed up to the termination date, including any non-refundable deposits already paid. Toolanta will deliver any completed Deliverables for which full payment has been received.
B. Termination by Toolanta
Toolanta may terminate or suspend any engagement at any time if the Client breaches these Terms, fails to make timely payment, becomes insolvent, engages in abusive or unlawful conduct, or requests work that is unlawful or outside the scope of our services.
C. Refunds
Deposits are non-refundable as they reserve dedicated time and resources. Refunds for milestone payments (other than deposits) will be considered on a case-by-case basis for work not yet performed. No refunds are provided for completed work, delivered Deliverables, or recurring services that have already been rendered.
D. Recurring services
Care Plans and other recurring subscriptions may be cancelled at any time with 30 days’ written notice. No refunds are issued for partial billing periods except as required by law.
E. Effect of termination
Upon termination, the Client must pay all outstanding invoices. Sections relating to Intellectual Property, Confidentiality, Limitation of Liability, Indemnification, and Dispute Resolution survive termination.
Governing Law & Dispute Resolution
These Terms and any dispute arising out of or relating to them shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
A. Informal resolution
The parties agree to first attempt to resolve any dispute informally by contacting the other party in writing. If the dispute is not resolved within 30 days, either party may pursue formal resolution.
B. Arbitration (international clients)
For Clients located outside the United States, any unresolved dispute shall be finally settled by binding arbitration administered by the International Chamber of Commerce (ICC) under its then-current Rules of Arbitration, by a single arbitrator. The seat of arbitration shall bethe State of Delaware, United States. The language of arbitration shall be English. Judgment on the award may be entered in any court of competent jurisdiction.
C. U.S. clients
For Clients located in the United States, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in the State of Delaware, United Statesfor any judicial proceeding arising out of these Terms.
Modifications, Severability & Entire Agreement
A. Modifications
We may update these Terms from time to time. The “Last updated” date at the top reflects when revisions were made. Material changes will be communicated by email or a prominent notice on our website before they take effect. Continued use of the Services after changes take effect constitutes acceptance of the revised Terms.
B. Severability
If any provision of these Terms is held to be invalid or unenforceable, that provision shall be limited or removed to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.
C. Entire agreement
These Terms, together with any applicable SOW and our Privacy Policy, constitute the entire agreement between the Client and Toolanta regarding the Services and supersede any prior agreements or understandings.
D. No waiver
The failure of Toolanta to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
E. Assignment
The Client may not assign or transfer these Terms without our prior written consent. Toolanta may assign these Terms in connection with a merger, acquisition, or sale of assets.
Contact
If you have questions, concerns, or notices regarding these Terms of Service, please contact us using the details below.
Toolanta Agency— Legal Department
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